UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of StubHub Holdings, Inc. (the “Company”) held on June 23, 2026, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect the seven nominees identified in the table below to the Board of Directors (the “Board”) to serve until the Company’s 2027 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified (the “director election proposal”); (2) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (the “say-on-pay proposal”); and (4) a proposal to approve, on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (the “say-on-frequency proposal”). The final results of the votes on each proposal are set forth below.
1. The Director Election Proposal
| Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Eric H. Baker |
2,627,954,239 | 21,249,867 | 60,904,520 | |||||||||
| Mark Streams |
2,626,708,229 | 22,495,877 | 60,904,520 | |||||||||
| Sameer Bhargava |
2,626,404,588 | 22,799,518 | 60,904,520 | |||||||||
| Jeffrey Blackburn |
2,632,590,678 | 16,613,428 | 60,904,520 | |||||||||
| Rajini Sundar Kodialam |
2,632,763,952 | 16,440,154 | 60,904,520 | |||||||||
| Jeremy Levine |
2,626,726,376 | 22,477,730 | 60,904,520 | |||||||||
| Thomas A. Patterson |
2,632,784,084 | 16,420,022 | 60,904,520 | |||||||||
Accordingly, the foregoing nominees were elected to the Company’s Board.
2. The Auditors Ratification Proposal
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 2,709,035,456 | 191,764 | 881,406 | – |
Accordingly, the auditors ratification proposal was approved.
3. The Say-on-Pay Proposal
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 2,636,452,272 | 10,567,228 | 2,184,606 | 60,904,520 |
Accordingly, the say-on-pay proposal was approved.
4. The Say-on-Frequency Proposal
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 39,678,430 | 1,169,703 | 2,607,363,933 | 992,040 | 60,904,520 |
Accordingly, stockholders selected every three years as the recommended frequency for future say-on-pay votes. Based on these results, the Company has determined that it will hold say-on-pay votes every three years, until the next required say-on-frequency vote.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STUBHUB HOLDINGS, INC. | ||||||
| Date: June 26, 2026 | By: | /s/ Mark Streams | ||||
| Mark Streams | ||||||
| Executive Vice Chairman and Chief Legal Officer | ||||||